-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FNLEGde+C49udQthe4J9vIEfbkLyuIFeXazIzI9nEoatA0POsDPiMxGd7cba19nO zn1an57mb7ySKYhIyKxvOg== 0001285997-06-000003.txt : 20060227 0001285997-06-000003.hdr.sgml : 20060227 20060227134536 ACCESSION NUMBER: 0001285997-06-000003 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060215 FILED AS OF DATE: 20060227 DATE AS OF CHANGE: 20060227 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSTECHNOLOGY CORP CENTRAL INDEX KEY: 0000099359 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 954062211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 908-688-2440 MAIL ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 FORMER COMPANY: FORMER CONFORMED NAME: SPACE ORDNANCE SYSTEMS INC DATE OF NAME CHANGE: 19740717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TINICUM CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001285997 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 06645842 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 primary_doc.xml PRIMARY DOCUMENT X0202 3 2006-02-15 0 0000099359 TRANSTECHNOLOGY CORP TTLG 0001285997 TINICUM CAPITAL PARTNERS II LP 800 THIRD AVENUE 40TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, par value $0.01 per share 1702919 D (See Explanation of Responses) Pursuant to a Stock Purchase Agreement (the "SPA"), dated as of February 15, 2006, by and among Tinicum Capital Partners II, L.P. ("TCP"), Tinicum Capital Partners II Parallel Fund, L.P. ("TCPP") and TransTechnology Corp. (the "Company"), TCP agreed to purchase, from the Company through a privately negotiated transaction (the "Transaction"), 1,658,044 newly issued shares of the Company's common stock, par value $0.01 per share ("Common Stock") for a purchase price of $7.50 in cash per share. Under the SPA, TCPP agreed to purchase 8,623 shares of Common Stock, also at a purchase price of $7.50 in cash per share. Prior to the closing of the Transaction, which occurred on February 17, 2006, TCP owned 62,875 shares of Common Stock, and TCPP owned 425 shares of Common Stock. Upon the closing of the Transaction, TCP owned an aggregate of 1,702,919 shares of Common Stock, and TCPP owned an aggregate of 9,048 shares of Common Stock. Because TCP and TCPP may be deemed to be under common control, both may be deemed to beneficially own the shares of Common Stock beneficially owned by the other, although TCP and TCPP both disclaims such beneficial ownership. If TCP and TCPP are deemed to beneficially own shares of Common Stock held by the other, TCP and TCPP's aggregate beneficial ownership of Common Stock would be 1,729,967 shares of Common Stock. Pursuant to rule 16a-1(4) of the Securities Exchange Act of 1934, as amended (the "Act"), TCP states that this filing shall not be deemed an admission that TCP is, for purpose of Section 16 of the Act or otherwise, the beneficial owner of the shares of Common Stock owned by TCPP. Eric Ruttenberg, Co-Managing Member of Tinicum Lantern II, LLC, Tinicum Capital Parnters II, L.P.'s General Partner 2006-02-27 -----END PRIVACY-ENHANCED MESSAGE-----